UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
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Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: Fiscal Year Ended September 30, 2000
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MED GEN, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 65-0703559
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(State of incorporation) (I.R.S. Employer Identification No.)
7284 W. Palmetto Park Road, Suite 106, Boca Raton, Florida 33433
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(Address of principal executive offices) (Zip code)
Registrants telephone number: (561) 750-1100
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(None)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.001 per share
Check whether Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to the Form 10-KSB. [ ]
Registrant's revenues for its fiscal year ended September 30, 2000
were $1,519,336. As of December 15, 2000 Registrant had 4,444,716
shares of its $.001 par value Common Stock issued and outstanding with
an aggregate market value of the common stock held by non-affiliates
of $534,195. This calculation is based upon the 2,136,780 shares held
by non-affiliates and a price of $0.25 per share, which was the bid
price at the close of trading December 15, 2000.
Transitional Small Business Disclosure Format (check one).Yes [ ] No [X]
<PAGE> 1
TABLE OF CONTENTS PAGE
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PART I
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Item 1 Description of Business 3
Item 2 Description of Properties 13
Item 3 Legal Proceedings 13
Item 4 Submission of Matters to a Vote of Security Holders 14
PART II
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Item 5 Market for Registrant's Common Equity and Related 14
Stockholder Matters
Item 6 Management's Discussion and Analysis of Financial 16
Condition and Results of Operations
Item 7 Financial Statements 20
Item 8 Changes in and Disagreements with Accountants on 21
Accounting and Financial Disclosure
PART III
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Item 9 Directors, Executive Officers, Promoters and Control 21
Persons; Compliance with Section 16(a) of the
Exchange Act
Item 10 Executive Compensation 24
Item 11 Security Ownership of Certain Beneficial Owners and
Management 25
Item 12 Certain Relationships and Related Transactions 25
<PAGE> 2
ITEM 1 -- DESCRIPTION OF BUSINESS
Company Background
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Med Gen, Inc. (the "Company") was established under the laws of the
State of Nevada in October 1996. Executive offices are located at 7284
W. Palmetto Park Road, Suite 106, Boca Raton, Florida 33433. The
Company's phone number is (561) 750-1100. The Company currently
operates three Web sites: www.medgen.com www.medgensolutions.com and
www.snorenz.com. The Company's common stock trades on the OTC
Bulletin Board under the symbol "MGNI."
The Company was established to manufacture, sell and license products
that promote a healthy lifestyle. In early 1997, the Company completed
a research and development program that led to the formulation,
manufacture and production of 20 products dealing with common health
and nutritional maladies. These products combined vitamins, herbs and
minerals and were formulated for use as part of a preventive care
lifestyle. At the same time, the Company had initiated testing and
studies on its primary product, SNORenzr. Lacking the capital
necessary to successfully market the entire line of products and due
to the costs associated with entering the retail markets in the health
and nutrition industry, the Company opted to concentrate its entire
resources, both capital and management, on the launch of the brand.
Initial development of the SNORenzr product was completed in the
spring of 1997, when several test infomercials were produced and aired
with limited success. Changes were then made in the formulation, the
label design and the spray applicator. The newly designed product was
introduced in the fall of 1998, and sales grew modestly until an
infomercial featuring the Company Chairman and Chief Executive, Paul
B. Kravitz, began airing in the Spring of 1999, significantly
increasing sales. The Company abandoned plans to market its line of
vitamin and nutritional supplements and natural health remedy products
at the end of 1998, and wrote-off its remaining related inventory.
Throughout 1999 and 2000, the Company reviewed several potential new
products and acquired the marketing rights for four product lines
dealing with aches and pain, allergy relief, deflection of
electromagnetic radiation emitted from cellular telephones, and a line
of natural nail care products.
Products
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SNORenz[R]
SNORenz[R] is an innovative entry into the anti-snoring industry. The
medical and psychological communities have studied the causes and
symptoms of sleep deprivation for many years. Sleep clinics can be
found internationally at the largest hospitals and universities, and
there is a large body of published work on the subject of snoring.
It has been documented in clinical tests that much of sleep
deprivation is caused by snoring. Not only is the snorer disturbed,
but those who are within earshot of the noise are disturbed as well.
<PAGE> 3
As the muscles relax during sleep, air flows in and out of the mouth
causing the vibration of the tongue, soft palate and uvula which
produces the sound commonly referred to as snoring. Traditional
snoring remedies include surgical procedures, devices and appliances.
During surgery, portions of the vibrating tissue are cut away by
scalpel or laser in an attempt to remove the noise making tissues.
This type of procedure is painful, may take months to heal, and may
not offer a long-term solution. Mechanical devices primarily attempt
to increase the volume of air or create positive air pressure using
some type of breathing apparatus connected to an air pump. This is not
only uncomfortable, but also limits ones sleeping positions. Dental
appliances also attempt to increase the volume of air by expanding the
opening of the mouth or by repositioning the lower jaw and/or the
tongue to decrease the vibration effect. Again, wearing one of these
is not the most comfortable way to sleep. The costs of these methods
can be considerable and may not be covered by basic medical insurance
programs.
Snoring is a problem that affects over 50% of males and 40% of
females. In the United States alone, it is documented that there are
over 94 million people who suffer with and from the effects of
snoring. Snoring causes a poor quality of sleep. Although the
medical implications of snoring usually are not life threatening,
therapy has been increasing in demand to solve the side effects.
Experiments with weight loss, the avoidance of alcoholic beverages and
the changing of sleep positions have largely proven ineffective.
Sufferers who demand some relief are now seeking more aggressive
methods. Invasive surgery, continuous positive airway pressures, or
appliances are now being used. These methods have had variable
success in improving the quality of sleep and reducing snoring. Due
to the discomfort and cost of these methods, less invasive methods are
now being evaluated.
One of the most promising of all these new methods is the use of a
natural blend of oils and vitamins specially formulated to be used as
a spray. After years of research, such a product was developed by a
medical specialist in Brazil with amazing positive results. The
Company acquired this technology, the trade secrets and proprietary
formula for worldwide commercial marketing. The Company has further
improved the delivery of this spray by using the patented technology
called Lipoceuticals, which enable the blend of oils to remain equally
disbursed and suspended in solution. In other words, there is never a
need to shake the bottle as the solution is always "mixed up." Using
this same technology and delivery system, The Company intends to
market other over-the-counter products.
By way of explanation, Lipoceuticals are liposomes in a multiphase
system that contains an active ingredient in each phase. The ability
to encapsulate a variety of lipophilic and hydrophilic ingredients,
peptides and proteins are the obvious advantage needed to enhance
delivery improve quality and product performance of SNORenz[R]. This
technology is far superior and much more expensive than other emulsion
type delivery systems and insures the highest possible quality
available in the market today. The advantages and benefits of this
technology and delivery system are that LipoSpray is absorbed
transmucosally to provide systemic distribution; has a higher
concentration of active ingredient in the mucosal tissue; has longer
residence time of active ingredient in the mucosal tissue; and, has a
high encapsulation rate for improved performance of the active
ingredient. It also has greater bioavailability, which means that it
<PAGE> 4
has faster onset of effect, greater overall absorption, sustained
administration, improved convenience and no pills, water or swallowing
problems.
SNORenz[R] attempts to reduce or eliminate the sounds associated with
snoring by simply lubricating the vibrating tissues in the throat with
a combination of five natural oils, vitamins, and trade secret trace
ingredients. The product is formulated to adhere to the soft tissues
in the back of the throat for up to 6 to 8 hours per application, and
may be reapplied as needed. Sleep clinic and double blind studies and
scores of testimonials indicate a high level of success for SNORenz[R]
users. SNORenz[R] is not effective where users have consumed a large
amount of alcoholic beverages shortly before application, as the
alcohol tends to break down the chemical bonds of the natural oils.
SNORenz[R] carries a 30-day money back guarantee and the Company
experiences return rates of less than 7%.
PAINenz[TM]
PAINenz[TM], a recently developed product, is a topical analgesic over-
the-counter product that significantly reduces the pain common to
arthritis sufferers, normal aches and pains due to exercising and
other muscle stress, simple backache and sprains. The product comes in
a roll-on applicator. The market for over-the-counter pain relief
products is estimated to exceed $2.5 billion per year.
The active ingredient in PAINenz[TM] is Capsaicin (kap SAY ih sihn), a
derivative of the hot pepper plant. When applied as an external
analgesic, Capsaicin depletes and prevents reaccumulation of substance
P in peripheral sensory neurons. Substance P is found in slow-
conducting neurons in the outer and inner skin layers and joint
tissues, and is thought to be the primary chemical mediator of pain
impulses from the periphery to the central nervous system. By
depleting substance P, Capsaicin renders skin and joints insensitive
to pain since impulses cannot be transmitted to the brain.
Capsaicin has been approved by the United States Food and Drug
Administration ("FDA") for use without a prescription in topical
preparations marketed for the temporary relief of pain from arthritis,
or for the relief of minor aches and pains of muscles and joints.
Voluminous information on both Capsaicin and Liposomes is available on
the Internet.
CellGuard[TM]
CellGuard[TM] is a two piece protector that can be applied to any cell
phone. CellGuard[TM] will filter out a majority of the radiation present
in all cell phones by shielding the earpiece from the brain, and
dampening emissions from the antenna, without affecting the quality of
transmission. This product will address the concerns of potential
brain tumors caused by the electromagnetic radiation emitted by cell
phones, a topic of recent media reports. For over 20 years, scientists
have been trying to determine whether electromagnetic fields (EMF)
increase the risk of cancer. Last June, a panel convened by the
National Institute of Environmental Health Sciences decided that there
was enough evidence to consider EMF as a "possible human carcinogen"
although federal funds have not yet been allocated for any purpose.
The Company has recently begun limited marketing of this product.
<PAGE> 5
Deer Antler Velvet[TM]
Deer Antler Velvet[TM] mouth spray is named after the soft velvet-like
covering of deer antlers while they are growing as cartilage, before
they harden into bone. Deer Antler Velvet[TM] contains the growth hormone
IGF, which stands for "Insulin-Like Growth Factor." Every year the
male deer's antlers grow very rapidly and after the mating season the
antlers are discarded to begin the cycle again the next spring. The
Company's Deer Antler Velvet is derived from New Zealand red deer
antler, which is scientifically proven to be the best source in the
world. On deer farms, the antlers are removed painlessly under
veterinary supervision before they harden, in order to harvest the
velvet which is processed in government licensed facilities. Most of
the deer antler velvet ends up in Asian herb markets, particularly in
Korea where it is one of the most highly regarded medicinals. Asian
doctors and pharmacists write prescriptions by the thousands for deer
antler velvet.
Although widely acclaimed as an aphrodisiac due to its powerful
effects on the body, this is only one of the wide ranging benefits
associated with the use of deer antler velvet. For centuries it's been
used to control blood pressure, increase hemoglobin levels, increase
lung efficiency, improve recuperation, improve muscle tone and
glandular functions, sharpen mental alertness, relieve the
inflammation of arthritis and heal stomach ulcers. This product is
made with a patented cold process, which insures the bioactivity of
the complex growth hormones present. It is one of two patented
processes to solubilize deer antler. Deer antler is basically derived
from bone and is considered a food supplement.
Blair Barie[TM]
The Blair Barie Nail Fortifying treatment is formulated to naturally
strengthen, fortify, condition, and protect the natural nail. All
Blair Barie products are formulated with Advanced Protein Complex,
Vitamin E and other natural ingredients to help keep natural nails
healthy, nourished, protected, and strong. Unlike other similar
products, Blair Barie is totally free of Formaldehyde and Toluene
formulas, two harsh ingredients that will ultimately damage nails.
This line is marketed to women who wish to achieve professional nail
care results at home from a safe, all natural product.
Distribution Agreement
----------------------
SNORenz[R] and PAINenz[TM] are both manufactured by Innovative Chemical
Corporation ("ICC") of Buffalo, NY, on behalf of the Company through a
distribution agreement. ICC and the Company share patent rights to the
formulas.
Sales and Distribution
----------------------
Managed and sustained growth is a goal the Company has set for itself.
Under a three phase marketing plan, each new product will enter the
market at price points to allow maximum profit potential, while at the
same time set the stage for the next phase which will step down in
price points as the market and market share increases. In the final
retail phase, price points will be established to allow penetration
<PAGE> 6
into various segments of the market to provide ongoing growth as new
retailers are added and new territories are opened.
Over the past two and a half years, the Company has demonstrated the
value of its three phase marketing strategy with SNORenz. Initially,
product introductions and test marketing were conducted primarily
through radio and TV infomercials in specific geographic regions.
Secondly, limited national infomercial exposure increased sales by
offering "deluxe" and "value" packages. And now, the product has
entered phase three, as it is introduced to more and more retail
stores at further reduced price points. The Company has increased its
production capacity and established inventory for a national launch of
its flagship SNORenz[R] product. Additionally, the Company sub-
distributes SNORenz[R] to Nutrition For Life International, Inc. for
distribution in the United States under the brand name SnorelessT and
for distribution in Canada under the name QuietsleepT.
The Company intends to build strong brand awareness and brand loyalty
during its marketing cycles. And, since SNORenz has a 21-30 day re-
order cycle for the most popular 2-ounce spray bottle size, it has
become important to create an easy re-purchase opportunity for the
consumer. This is one reason why management has decided on an early
entree into the retail market. The product and brand awareness created
by both television and radio commercials has created demand at the
retail store level. SNORenz[R] is now available in approximately 8,000
retail outlets.
Marketing
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Management has introduced a four-step approach as it enters the retail
market. Each segment will carry its own directed marketing approach,
complete with a co-op advertising campaign, ad slicks, and display
units designed for placement in high traffic areas to target impulse
buying. To fully implement this strategy, the Company recently hired
a Sales and Marketing Director with over 25 years of experience in
sales, marketing and management with consumer products companies
including Black & Decker, Rubbermaid, Ekco Housewares and Spectrum
Innovations. Beginning January 2001, he will be responsible for the
day to day contact with accounts, creating product awareness,
overseeing an orderly rollout and growth of product sales and building
long-term relationships to pave the way for line extensions and market
stability. This individual will also be responsible for managing and
motivating the 25 broker groups, independent distributors and
commissioned representatives that currently sell the Company's
products in various territories throughout the United States.
The Company has taken steps to produce, test, and market infomercials
on suitable company products to help establish initial market
penetration. However, until adequate funding is available, the company
will continue to rely upon selling its products to others that, in
turn, produce and air infomercials.
Current distribution and marketing efforts for the SNORenz[R] product
are broken down into the five key areas of distribution described
below. Other products will follow a similar course.
<PAGE> 7
Electronic Media: The Company had entered into an exclusive world
wide sales and marketing agreement with Tru-Vantage International,
Inc. ("TVI"), a division of Nightingale-Conant, Inc. However, with the
recent separation of Kevin Trudeau, TVI's Chairman, from Nightingale-
Conant, the exclusivity of the agreement has terminated. For this
reason, the Company entered into production of its own infomercials.
The first of the Med Gen produced infomercials began airing on a
limited test basis in late September of 1999 and again in the Spring
of 2000, for SNORenz[R]. The test infomercials demonstrated the efficacy
of this in-house marketing concept, but a lack of capital to properly
fund this operation has put its full implementation on hold.
Independent distributors still run the successful SNORenz[R] 30-minute
TV infomercial featuring Chairman Paul Kravitz on a regular basis, as
well as a series of 60-second spots featuring SNORenz[R] and Snor-Awayr
on radio.
Wholesale Distributors: The Company sells SNORenz[R] and other products
to several large wholesalers, both domestically and internationally,
who in turn have the ability to distribute the products to thousands
of retail locations. These distributors include: Aquarian Health
Products (Australia and New Zealand), Astra Trading (Egypt and Saudi
Arabia), Global Health Laboratories, Global Health International,
Great Vitamin Stores, McKesson Drug Company, Natural Products
Wholesale, Nature's General Store, Shop America Marketing, True
Vantage International, and Vello Scandinavia.
Not including international sales generated from its Internet site,
the Company has distributors to sell SNORenz[R] in Canada, the United
Kingdom, Australia, New Zealand, Iceland, Norway, Finland, Sweden,
Germany, France, Egypt, Saudi Arabia, Japan, Korea, Denmark, and the
Netherlands. The Company fully expects to be able to piggyback
additional products through this distribution network in the future.
Retail Stores - USA: The SNORenz[R] product is available in most store
locations of the following retailers: Ahold USA, Albertsons
Supermarkets, American Stores (a division of Albertsons which includes
Jewel Stores, Jewel T Stores, Osco Drugs, and Sav-On Drugs), Brooks
Pharmacy, Dillion Stores (a division of Kroger), Discount Drug Mart,
Fedco, Inc., Genovese Drug, Giant Eagle, Hannaford Brothers, Longs,
Tamco (Phar-Mor), Wakefern Food Corporation, and others. Several more
retailers are expected to come on line in the first half of 2001.
Catalog and Multi-level Marketing: The Company has entered into an
agreement with Nutrition For Life, Inc., ("NFLI") a multi-level
marketing firm, to sell the SNORenz[R] product under the "Snoreless"
private label brand name. The license agreement also permits NFLI to
use the "Quietsleep" label in Canada, which is a registered trademark
of NFLI. The Company sells to AMWAY Corporation a boxed multi-bottle
package for distribution in their multi-level marketing channels. The
product was initially introduced in their January 2000 catalog under
the SNORenz[R] brand name. SNORenz[R] is also available in catalogs
published by Independence Distribution Company, Lifestyles
Fascination, Inc., and TransAmerica Holdings, LLC.
Private Label: The Company has entered into a license agreement with
Nutrition For Life, Inc., ("NFLI") a multi-level marketing firm, to
sell the SNORenz[R] product under the "Snoreless" private label brand
name. The license agreement also permits NFLI to use the "Quietsleep"
<PAGE> 8
label in Canada, which is a registered trademark of NFLI. In France,
the Company has licensed the use of the brand name "Solurone" to a
large independent distributor, which anticipates shipping product in
early 2001.
Internet Sales: The Company currently operates three E-commerce
compliant Internet sites, www.snorenz.com www.medgen.com and
www.medgensolutions.com. Orders from these sites are averaging over
$15,000 per month in retail sales. The latter two sites each feature
all of the Company's products and offer links to the SNORenz[R] site.
Future enhancements are planned.
Competition
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Historically, the anti-snoring industry has relied upon surgical
procedures and appliances to control the sounds caused by snoring.
There are hundreds of products listed on the Internet that claim to be
effective in curing or reducing the noise of snoring. Very few of
these products can back up their claims with acceptable clinical
studies. Some of these products come in the form of pills, ear muffs
and nose tapes. Management of the Company is aware of only one other
"copy cat" product that is applied as a mouth spray and marketed in
the United States. However, its retail price is about one-third more
than SNORenz[R] and is not presently available in retail stores.
In the United Kingdom, our previous distributor, Passion For Life,
applied for British and European Community trademarks on our brand
name "SNORenz" without our knowledge or consent. They also trademarked
the name "SNOReze" in those countries. Then, after attempting to
reverse engineer the formula, brought to market a so-called "New" and
"Improved" version of our SNORenz[R] brand. Med Gen filed suit for
infringement on the Goodwill of the SNORenz[R] name, and news of this
disrupted sales and confused the market for months. After the suit was
dismissed, based upon prior case law between American and British
companies, Med Gen re-entered the British and European Community
markets under the brand name "Snor-Away."
The legal action against Passion For Life cost the Company hundreds of
thousands of dollars in legal fees and lost revenues, but also taught
it a valuable lesson. The Company now aggressively trademarks all of
its brand names in countries prior to establishing business
relationships. It has also rewritten its distributor contracts in a
manner to prevent such despicable actions from international
distributors in the future.
Dominant Customers
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In fiscal year 1999, the Company's three largest customers were Tru-
Vantage International, Inc. ("TVI"), Nutrition For Life, Inc.
("NFLI"), and Passion For Life, Inc. ("PFL"), which represented over
70% of the Company's distributors and accounted for 86% of Company's
gross revenues. After a corporate shake up at TVI and a lawsuit
against PFL, the combined sales of these three distributors dropped to
37% in the fiscal year ended September 30, 2000, and will be even less
going forward. With future sales distributed more evenly over a
broader retail store customer base, the Company is becoming less
dependent on any single source for sales revenues. PFL accounted for
8% of sales in fiscal 2000.
<PAGE> 9
In fiscal year 2000, the Company's four largest customers were
Albertsons/American Stores (Albersons acquired American Stores last
year), Nutrition For Life, Tru-Vantage International and Vello
Scandinavia, which represented 47% of the Company's gross revenues.
The next 18 largest customers, all with sales in excess of $10,000 for
the year, accounted for 32% of gross revenues. The bottom 24 customers
had sales of less than $10,000 for the year and accounted for only 7%
of gross revenues. The remaining 14% of gross revenues were primarily
generated through Internet sales. Therefore, the Company has reduced
its reliance on dominant customers from the previous period, although
the loss of a top customer would still have a noticeable effect on
revenues.
Patents, Trademarks and Licenses
--------------------------------
An application for patent of the revised "Anti-Snoring Composition" of
SNORenz[R] was filed on October 29, 1998 (Serial No. 60/106,120) and as
such, the Company has the right to place "patent pending" when
referring to the SNORenz[R] product. The name "SNORenz" is a registered
trademark of the Company with the United States Patent and Trademark
Office (Reg. No. 2,210,381 - 12/15/98). An application for trademark
of the name "PAINenz[TM]" has been made. The Company has also taken steps
to trademark its product names and safeguard its formulations
internationally through the law firm of Zellermayer, Pelossof &
Schiffer, London, England.
On November 7, 2000, the Company received notice from its Patent
Attorneys that the U.S. Patent Office has issued a Notice of Allowance
for the Anti-Snoring Composition submitted on behalf of Med Gen Inc.
and Innovative Chemical Corporation. Issuance of the actual patent
should occur within four months of the above notification.
Government Regulation
---------------------
The manufacturing, processing, formulation, packaging, labeling and
advertising of the Company's products may be subject to regulation by
one or more federal agencies, including the FDA, the Federal Trade
Commission ("FTC"), the Consumer Product Safety Commission, the United
States Department of Agriculture, the United States Postal Service,
the United States Environmental Protection Agency and the Occupational
Safety and Health Administration. The Company's products may also be
regulated by various agencies of the states and localities in which
our products will be sold. In particular, the FDA regulates the
safety, labeling and distribution of dietary supplements, including
vitamins, minerals, herbs, food, OTC and prescription drugs and
cosmetics. The regulations that are promulgated by the FDA relating to
the manufacturing process are known as Current Good Manufacturing
Practices ("CGMPs"), and are different for drug and food products. In
addition, the FTC has overlapping jurisdiction with the FDA to
regulate the labeling, promotion and advertising of vitamins, OTC
drugs, cosmetics and foods. The FDA is generally prohibited from
regulating the active ingredients in dietary supplements as drugs
unless product claims, such as claims that a product may heal,
mitigate, cure or prevent an illness, disease or malady, trigger drug
status.
<PAGE> 10
Governmental regulations in foreign countries where the Company may
sell our products may prevent or delay entry into a market or prevent
or delay the introduction, or require the reformulation, of certain of
our products. In addition, the Company cannot predict whether new
domestic or foreign legislation regulating its activities will be
enacted. Such new legislation could have a material adverse effect on
the Company.
Federal Trade Commission
------------------------
The Company's product packaging and advertised claims strictly adhere
to Federal Trade Commission regulations and guidelines. Failure to
follow such regulations could lead to fines, suspension of sales, or
product recalls. The Company intends to comply with all government
regulations, both in domestic and foreign markets, regarding the
distribution, sales, and marketing of its product lines.
Year 2000 Impact
----------------
The year 2000 issue is the result of information technology systems
and embedded systems (products that are made with microprocessor
computer chips) such as personal computers using a two digit format as
opposed to a four digit format to indicate the year. Such information
technology and embedded systems may be unable to properly recognize
and process date-sensitive information after January 1, 2000, although
to date, the Company has experienced no such problems. This could
result in system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to
process transactions, send invoices, or engage in similar normal
business activities.
The Company underwent a thorough overhaul and upgrading of its
technology systems prior to year-end 1999. All available software
updates and patches were downloaded and installed in the Company's
computers. In addition, technical personnel from the National
Institute For Telecommunication Education Corp. are constantly
monitoring the systems assuring the highest degree of performance and
accuracy.
No discernable disruptions or glitches occurred to the Company's
systems or its sub-contractor's systems after January 1, 2000, and the
Company did not have to rely on contingency plans to conduct its
normal operations due to potential Y2K or associated problems.
Reports to Security Holders
---------------------------
The Company periodically prepares and publishes News Releases and
other significant reports that are of significant noteworthiness.
These reports are sent to Business Wire for wide distribution. In
addition, shareholder reports are mailed to all shareholders, as the
Company deems necessary. These reports or messages discuss events that
the Company deems noteworthy.
Notices of yearly shareholders meetings, proxy statements and events
of this nature are distributed with the help of Liberty Transfer
Company, the Company's transfer agent, and with information obtained
from ADP Investor Communication Services in regard to street name
accounts.
<PAGE> 11
Employees
---------
The Company currently has seven full-time employees. Paul Kravitz is
the Chairman and Chief Executive Officer of the Company, Paul S.
Mitchell is its President, Treasurer and Chief Operating Officer, Glen
E. Smith, Jr., is Corporate Secretary and Chief Compliance Officer,
and Stephen Corriher is Chief Financial Officer. The Company has not
entered into employment agreements with any of its executive
management or employees. The Company will gradually add
administrative, sales, operations and marketing staff to support
future growth and expansion as needed.
Proposed Merger with Magnetherapy
---------------------------------
Med Gen issued a press release on November 15, 2000 stating that it
had entered into a letter of intent to merge with Magnetherapy, Inc.,
a private company that markets the Tectonicr brand of therapeutic
magnets. If the merger is consummated, it will probably not occur
before March 1, 2001. Med Gen will be the surviving entity and will
operate Magnetherapy as one of its divisions. The merger is subject to
completion of due diligence, negotiating settlements on aged vender
debt, and financial support from a small group of Magnetherapy
management and shareholders.
Magnetherapy was originally organized and formed in the State of
Florida in March 1994 under the name R.G.D. Technologies, Inc., and on
June 1, 1995, changed its name to Magnetherapy, Inc. It became a
Delaware corporation in 1999, and maintains office and warehouse space
in Riviera Beach, Florida, approximately 40 miles North of Med Gen's
offices. The Company conducts its business of marketing over 40
different Tectonicr magnet products to consumers who seek a
therapeutic, topically applied, drug-free alternative for the relief
of self-limiting pain and discomfort. Tectonic magnetic products
generate magnetic fields that affect the biology of discomforted
anatomical sites. Numerous anecdotal reports suggest that magnets
provide pain-relief and other benefits. Sports celebrities Dan Marino
and Hank Aaron and professional golfers Donna Andrews, Jim Colbert,
Bob Murphy, Micky Gallagher, and others, are among the numerous users
who attest to the benefits of the Company's products and act as
celebrity endorsers. There are material differences between magnets in
terms of their types, composition, size, uniformity of strength,
configuration, in addition to the depth in which residual magnetic
energy reaches an affected anatomical area. Magnetherapy has sponsored
a number of independent clinical studies that have been published in
peer-reviewed professional journals that it hopes will form the
nucleus of additional comprehensive research required for its intended
submissions to the FDA for an approved pain-relief claim. For more
information on Tectonicr magnets, please visit the Web sites:
www.tectonicmagnets.com and www.tectonicgolf.com.
In 1995, Magnetherapy generated revenue of $483,638 and continued its
ascent to $2,003,701 in 1996 and $4,028,034 in 1997. Although its net
sales rose to $6,631,192 for 1998, its 1999 revenue declined to $3.7
million, due in large measure to increasing competitive pressures,
price reductions, and replacement of magnetic bracelets that did not
meet quality standards. The protracted illness and subsequent death
of the Company's CEO and founder in September 1999, exacerbated these
events. Thereafter, the Company shifted its marketing focus from
<PAGE> 12
golfing distributors and other traditional sports outlets to mass
marketing retail operations of drug chains and pharmacy departments of
supermarkets. Calendar year 2000 sales from this channel of
distribution are estimated to reach $2,200,000 in new business not
previously developed, with total revenues approaching $2,500,000.
Magnetherapy has approximately 75 private shareholders and
approximately 3.2 million shares of common stock outstanding.
One attraction of this acquisition for Med Gen is the synergies of
distribution channels between the two companies. Both Med Gen and
Magnetherapy share many of the same customers, and where there are
differences, a merger could open the doors for cross marketing of
additional product lines. Primarily, however, the merger dramatically
increases the revenues of the combined company and adds to the
shareholder base and future public float of MGNI stock, which, in
management's opinion, should add to the liquidity and market
acceptance of the publicly traded shares.
ITEM 2. DESCRIPTION OF PROPERTY
Effective December 10, 1999, the Company signed a five (5) year lease
and is occupying a 4,500 square foot executive office complex located
at 7284 W. Palmetto Park Road, Suite 106, Boca Raton, Florida 33433.
The monthly rent is $12,519. The telephone number at this address is
(561) 750-1100.
In November 1999, the Company also agreed to rent expandable warehouse
space (space as needed) located in Buffalo, New York on the premises
of its prime sub-contractor. This location will significantly reduce
the duplicity of handling and its related costs as well as reduce
overhead. It will also simplify inventory controls.
ITEM 3. LEGAL PROCEEDINGS
In March 1999, after the company realized that it was starting to
build brand recognition in the Unitied Kingdom ("UK") in its product
SNORenz[R] through sales initiated by its distributor Passion For Life
("PFL"), the company requested its law firm Zellermayer, Pellasoff &
Mayer to file for Trademark protection in the UK first, and then all
the European Community ("EC") countries. In doing so, the Company was
informed that PFL, in August of 1998, had already filed for the
SNORenz[R] trademark.
In stunned disbelief the Company, not wanting to totally destroy its
relationship, made several attempts to negotiate the return of its
trademark which in effect was stolen. After months of negotiations we
became aware that PFL was only stalling for time while seeking to
reverse engineer SNORenz[R], re-name it Snoreeze, and market the product
as their own throughout Europe. Wanting to protect its assets abroad
the Company hired a Solicitor in the name of Devonshire & Co to
institute a legal action. Not knowing English law, management made the
decision to be governed by this law firm which brought suit in the
High Court as a "Passing Off" action. The case was dismissed and the
"Goodwill" of the name SNORenz[R] was awarded to PFL. As we have since
learned from an Appeal Court Judge, had the case been tried as a
<PAGE> 13
"Breach of Contract" issue, the Company would have prevailed. Other
than the costs involved, which amounted to over $200,000, there were
attendant expenses, lost business and other related problems with
distributors in other parts of Europe who believed in our case and
were shocked at the outcome. All told, our estimated expenses and
costs, including the cost of changing labels and packaging, were in
excess $350,000. The amount of loss business cannot be calculated.
As further discussed in the Management's Discussion & Analysis
section, the company has now changed its International brand name to
Snor-Awayr, the name is now fully protected in most of Europe, the EC
Countries, and in other important countries throughout the world.
Munroe Wholesale Medical Supplies is now the UK distributor for Med
Gen. They are many times larger and more influential than PFL. Munroe
had placed and has already been shipped a substantial order.
Management expects to recoup its UK business in the second quarter.
Management has elected to withdraw from the Appeal process and put its
capital resources into the establishment of its Snor-Awayr brand,
advertising and other marketing strategies aimed at defeating PFL in
the market place.
To the Company's knowledge, there are no other material legal
proceedings filed or threatened against the Company at this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Shareholders Meeting held June 23, 1999, Shareholders
unanimously voted to increase the total authorized shares of Capital
Stock from 10 million, originally consisting of 5 million Common and 5
million Preferred, to 25 million authorized consisting of 20 million
Common shares and 5 million Preferred shares. During the 1999 audit,
it was discovered that the State of Nevada had not received the
amended Articles of Incorporation, originally submitted in the Fall of
1999. An amendment was resubmitted in January 2000, and became
effective with the State of Nevada on February 4, 2000 to reflect a
total of 20,000,000 shares of Common Stock $.001 par value authorized,
and 5,000,000 shares of Preferred Stock authorized. No Preferred
shares have been issued.
PART II
-------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of September 30, 2000, there were approximately 118 Common Stock
shareholders consisting of both registered shareholders and those
being held by the Deposit Trust Corporation in street name. Of the
4,444,716 shares outstanding, 3,373,686 were restricted and 1,021,030
were non-restricted. The Company's Common Stock is traded on the NASD
OTC Bulletin Board under the symbol "MGNI". The shares first began
trading in October of 1998.
<PAGE> 14
The following table sets forth the high and low bid prices of the
Company's Common Stock from its inception of trading through November
2000, as reported by the OTC Bulletin Board. The following high and
low bid prices reflect inter-dealer prices without retail markup,
markdown or commission, and may not represent actual transactions. An
initial quote was posted for MGNI on 9/30/98 of $1 bid - $6 ask, but
no shares traded until 10/14/98, with a quote of $2 3/4 bid - $5 1/2
ask. On February 10, 2000, the NASD delisted MGNI from the OTC
Bulletin Board because its Form 10-SB filed on January 26, 2000 had
not yet cleared the SEC in compliance with the OTC Bulletin Board
Eligibility Rule. The stock traded on the Electronic Pink Sheets for
the remainder of February, March, April, and the first part of May
2000. The prices listed for those periods may not be exact, but were
obtained from quotation sources the Company believes are reliable. The
Form 10-SB cleared the SEC on March 23, 2000. The Company was able to
arrange for the filing of a Rule 15c2-11 Exemption Request Form and a
211 Addendum with the NASD in late April and the Shares resumed
trading on the OTC Bulletin Board in May 2000.
<TABLE>
<CAPTION>
Common Stock
------------
High Bid Low Bid
-------- -------
<S> <C> <C> <C>
October 1998 5.50 2.50
November 1998 4.25 2.125
December 1998 2.25 0.75
January 1999 0.4375 0.3125
February 1999 1.125 0.28125
March 1999 0.9375 0.4375
April 1999 0.4375 0.4375
May 1999 0.4375 0.4375
June 1999 0.625 0.3125
July 1999 0.4375 0.3125
August 1999 0.4375 0.28125
September 1999 0.3125 0.3125
October 1999 0.4375 0.3125
November 1999 0.40625 0.3125
December 1999 0.375 0.28125
January 2000 0.4375 0.28125
February 2000 0.375 0.05
March 2000 0.125 0.05
April 2000 0.1875 0.05
June 2000 0.375 0.125
July 2000 0.375 0.1875
August 2000 0.1875 0.15625
September 2000 0.1875 0.15625
October 2000 0.1875 0.15625
November 2000 0.375 0.1875
</TABLE>
On December 15, 2000, the bid price of MGNI shares was $0.25 and the
ask price was $0.50
<PAGE> 15
The transfer agent for the Company's Common Stock is Liberty Transfer
Co., 191 New York Ave, Huntington, NY 11743-2711 Tel. (516) 385-1616.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
General
-------
The Company has been headquartered at 7284 W. Palmetto Park Rd. Suite
106, Boca Raton, Florida 33433 since December 1999. Although the
company has expanded in 2000 and expects to further expand in 2001 it
does not foresee any need to further expand its 4500 sq. ft. corporate
facility.
The Company has elected to sub-contract all of the manufacturing of
its products, and can, under certain conditions, add additional
facilities anywhere in the world should the need arise.
Results of Operations
---------------------
The Company's financial results are dependent on a variety of factors,
including the general strength of the economy, both domestic and
international. The Company is still considered an early stage company
and although there has been significant growth during the startup
years of 1997, 1998, 1999 and 2000 the growth has been mainly
attributed to its premier brand SNORenz[R]. The Company introduced a
second brand, PAINenzr into the market in the second quarter of the
year to Albertsons. The results of the test have been good and the
product is now being placed in all 2200 stores. New capital is being
sought to be able to continue the rollout of this brand in all 8000
retail stores now handling the SNORenz[R] brand.
The Company had sales of $1,519,336 in 2000 with a gross profit of 71%
($1,082.078) as compared to $1,403,516 in 1999 and 51.5% ($723,288)
gross profit. The difference in the gross profit between that of 1999
and 2000 was mainly attributed to a change in marketing strategy from
Direct Response Television to distribution into retail outlets that
will be the continuing strategy. The Company lost $181,315 or $.05 per
share in 2000 compared to $108,922 or $.04 per share in 1999.
The loss of $181,315 was mainly attributable to the cost necessary to
support a lawsuit against the company's United Kingdom Distributor,
Passion For Life ("PFL"). The lawsuit was initiated after the Company
learned that PFL had registered the Company's brand SNORenz[R] as its
own in the United Kingdom ("UK") and in the European Common Market
("EC"). In addition PFL hired a German manufacturer to reverse
engineer SNORenz[R]. The lawsuit was confined to what was termed a
"passing off" action and not an action for "Breach of Contract" and
after a lengthy trial, was dismissed by the Court. Prior to and during
the lawsuit the company refrained from shipping into the UK market
thus experiencing lost sales during the five-month period. In late
July 2000, the company successfully negotiated a contract with its
present UK distributor, Munroe Wholesale Medical Supplies, Glasgow
Scotland. The Company elected not to appeal the dismissal since to do
so would have resulted in large costs and would have severely hampered
<PAGE> 16
operations. The company expects to recapture its entire UK market and
surpass its previous business early in the third quarter of the
current fiscal year. To counter, the Company has had to establish and
re-market its new European brand, Snor-Awayr. The costs involved in
re-labeling and re-packaging added to the one-time expenses and costs
that contributed to the loss. Other contributing factors were the
expenses related to the two-week trial in the UK.
Increased sales due to new account openings such as Wal-Mart, new
business from Akorar of France and Munroe Medical Supplies in the UK
will be evident during the second and third quarter of the company's
fiscal year. The addition of several new distributors for countries
which were opened in 2000 and for which approval to ship by its
authorities is expected during the months of January, February, March
and April will further increase company sales. New countries for which
distribution has been established are France, Holland, Australia, New
Zealand and Saudi Arabia.
The Company is in active discussions with a Wall Street Brokerage that
should culminate in early January 2001 in an investment banking
agreement. This Agreement is intended to provide the necessary funds
to complete its intended acquisition/merger with Magnetherapy, Inc.,
the manufacturer of Tectonicr magnets and three other mergers that
will strategically position Med Gen as a leader in the field of
Alternative Health Care. All of the above measures are meant to
significantly and positively affect both revenue and profits during
the next fiscal year. Please refer to www.tectonicmagnets.com and
www.tectonicgolf.com for more information on Magnetherapy and its
product lines.
Operating expenses increased from $826,398 to $1,259,608. However when
considering this increase, as mentioned previously, the unexpected
legal expenses of $230,514 would have in effect reduced the increase
to $202,696. The additional increase was in part caused by increased
travel regarding the lawsuit and other expenses related to sales
activities.
Thus, the Company completed its third year successfully converting its
marketing strategy from direct sales to retail sales, entering over
8,000 retail doors. SNORenz[R] has become the dominant snore relief
product in many markets in the United States and in Europe. It has
been the leader in the United Kingdom (winning awards) as well as
having exceptional penetration in all the Scandinavian countries. The
Company enters its fourth year dropping its label as an early stage
company and continuing its goal to dominate the $1 billion world wide
market for snoring products as the originator and leader in a throat
spray relief formula. SNORenz[R] is trademarked in the United States and
in certain other areas along with its other snore brands Snor-Awayr,
Snorelessr, Quietsleepr and, in France, Soluroner. The Company has
received its Patent number in the United States and expects the final
award by late spring. The Company has applied for international patent
protection. It views its Patent as a substantial asset and protection
against further attempts at "piracy".
Liquidity and Capital Resources
-------------------------------
Cash flow has been sufficient to meet the operating needs of the
Company. Expenses have been kept to a minimum and it has been able to
retain its key employees with offering bonus payments in stock options
rather than salary or benefit increases. To the extent that sales
<PAGE> 17
continue to increase as forecasted, the company should be cash
positive and be able to grow its business. Concluding an investment
banking agreement now under negotiation would enable the company to
complete contemplated acquisitions resulting in a substantial increase
in revenue and profit.
Risk Factors
------------
Management believes that the Company is subject to the following
risks:
Limited Operating History. The Company was established in October of
1996, and has had a limited operating history. The Company is subject
to all the risks inherent in any newly formed business including the
absence of a significant operating history, lack of market recognition
and limited banking and financial relationships. Furthermore, no
assurance can be given that operating profits will be realized in the
future.
Competition. Although the Company currently enjoys little competition
in the throat spray segment of the anti-snoring market, there are
numerous companies with greater financial resources and marketing
ability that could choose to enter this market segment. The Company
has tried to protect itself against future competition through patent
protection and the use of various private label brand names. However,
there can be no assurance that the Company will be successful in
meeting such future competition should it develop.
Uncertain Ability to Manage Growth. As part of the Company's business
strategy, the Company intends to pursue rapid growth. The Company's
ability to achieve its planned growth depends upon a number of
factors, including its ability to hire and train management and other
employees, the adequacy of its financial resources, its ability to
identify new markets in which to successfully compete and its ability
to adapt its purchasing and other systems to accommodate its expanded
operations. In addition, there can be no assurance that the Company
will be able to achieve its planned expansion or that the Company will
be able to manage successfully the expanded operations. Failure to
manage growth effectively could adversely affect its financial
condition, results of operations and prospects.
Raw Materials and Supplies. The raw materials that the Company will
be using in its products will be obtained from third-party suppliers.
Although the Company believes that all of its sources for raw
materials will be reliable, any interruption of such supply could have
a material adverse effect on its business.
Patents. While the Company has received a Notice of Allowance on its
patent application for the SNORenz[R] product, there is no assurance
that variations of its patent can be successfully defended, or
defended in an economically viable fashion. Any future infringements
or variations on the patent may affect the competitiveness of the
product.
Product Liability Claims. The Company, like other manufacturers,
wholesalers, distributors and retailers of products that are ingested,
faces an inherent risk of exposure to product liability claims if,
among other things, the use of its products results in injury. The
Company has product liability insurance in amounts it believes is
adequate for its operations. There can be no assurance, however, that
<PAGE> 18
such insurance will continue to be available at a reasonable cost, or
if available, will be adequate to cover all liabilities.
Dependence on Key Management. The Company's further performance
depends substantially upon the continued services of its senior
management and other key personnel. Because the Company has a
relatively small number of managerial employees, its dependence on
retaining its managerial employees is particularly significant. The
Company's success will depend, in part, on its ability to attract and
retain qualified management and professional personnel. Competition
for such personnel in the health care industry is intense. In
addition, there can be no assurance that its current employees will
continue to work for the Company. The loss of the services of certain
of its key employees could adversely affect its operating results or
financial condition.
Reliance upon Licensees for Sales. The Company has entered into
agreements with licensees for the sale of certain of its products.
The Company selects licensees primarily by evaluating their ability to
successfully market and distribute its products. There is no assurance
that the licensees will be successful in the marketing of its
products.
Dominant Customer. In fiscal year 1999, the Company's three largest
customers were Tru-Vantage International, Inc., Nutrition For Life,
Inc., and Passion For Life, Inc. ("PFL"), which represented over 70%
of the Company's distributors and accounted for 86% of Company's gross
revenues. The loss of the majority of Tru-Vantage International's
business due to their corporate restructuring, and the loss of all of
PFL's future business due to a legal dispute has seriously affected
the growth of the Company's business in fiscal 2000. PFL still
accounted for 8.1% of sales in fiscal 2000.
In fiscal year 2000, the Company's four largest customers were
Albertsons/American Stores (Albersons acquired American Stores last
year), Nutrition For Life, Tru-Vantage International and Vello
Scandinavia, which represented 47% of the Company's gross revenues.
The next 18 largest customers, all with sales in excess of $10,000 for
the year, accounted for 32% of gross revenues. The bottom 24 customers
had sales of less than $10,000 for the year and accounted for only 7%
of gross revenues. The remaining 14% of gross revenues were primarily
generated through Internet sales. Therefore, the Company has reduced
its reliance on dominant customers from the previous period, although
the loss of a top customer would still have a noticeable effect on
revenues.
Government Regulation. The manufacturing, processing, formulation,
packaging, labeling and advertising of the Company's products may be
subject to regulation by one or more federal agencies, including the
FDA, the FTC, the Consumer Product Safety Commission, the United
States Department of Agriculture, the United States Postal Service,
the United States Environmental Protection Agency and the Occupational
Safety and Health Administration. The Company's products may also be
regulated by various agencies of the states and localities in which
its products will be sold. In particular, the FDA regulates the
safety, labeling and distribution of dietary supplements, including
vitamins, minerals, herbs, food, OTC and prescription drugs and
cosmetics. The regulations that are promulgated by the FDA relating to
the manufacturing process are known as Current Good Manufacturing
Practices ("CGMPs"), and are different for drug and food products. In
addition, the FTC has overlapping jurisdiction with the FDA to
<PAGE> 19
regulate the labeling, promotion and advertising of vitamins, OTC
drugs, cosmetics and foods. The FDA is generally prohibited from
regulating the active ingredients in dietary supplements as drugs
unless product claims that a product may heal, mitigate, cure or
prevent an illness, disease or malady, trigger drug status.
Governmental regulations in foreign countries where the Company may
sell our products may prevent or delay entry into a market or prevent
or delay the introduction, or require the reformulation, of certain of
our products. In addition, we cannot predict whether new domestic or
foreign legislation regulating its activities will be enacted. Such
new legislation could have a material adverse effect on the Company.
Effect of Adverse Publicity. The Company is highly dependent upon
consumers' perceptions of the overall integrity of its business, as
well as the safety and quality of its products and similar products
distributed by other companies, which may not adhere to the same
quality standards. The Company could be adversely affected if any of
its products or any similar products distributed by other companies
should prove or be asserted to be harmful to consumers or should
scientific studies provide unfavorable findings regarding the
effectiveness of its products.
Dividend Policy. In order to expand, the Company will need the
maximum working capital. Therefore, the Company does not expect to
declare or pay any dividends in the future, but rather, the Company
intends to retain all earnings, if any, to expand its operations. The
payment of dividends, if any, is at the discretion of its Board of
Directors and will depend upon its earnings, if any, in the future,
its capital requirements and financial condition, and other relevant
factors.
Non Arm's-Length Transactions. Certain transactions took place
between the Company and certain of its present shareholders, officers
and directors when the Company was established involving moneys paid
and shares of its common stock issued to them that were not arm's-
length transactions.
Forward Looking Statements
---------------------------
When used in this Form 10-KSB filing, the words "believe", "should",
"would" and similar expressions that are not historical are intended
to identify forward-looking statements that involve risks and
uncertainties. Such statements include, without limitation,
expectations with respect to the results for the next fiscal year, the
Company's beliefs and its views about the long-term future of the
industry and the Company, its plan to address the Year 2000 issue, the
costs associated therewith and the results of Year 2000 non-compliance
by the Company or its suppliers or other strategic business partners.
In addition to factors that may be described in the Company's other
Securities and Exchange Commission ("SEC") filings, all of the Risk
Factors described herein could cause the Company's financial
performance to differ materially from that expressed in any forward-
looking statements made by, or on behalf of, the Company. The Company
does not undertake any responsibility to update the forward-looking
statements contained in this Form 10-SB filing.
ITEM 7. FINANCIAL STATEMENTS
The Audited Financial Statements that constitute Item 7 are included
at the end of this report following page number 26.
<PAGE> 20
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not Applicable
PART III
--------
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Paul B. Kravitz 69 Chairman; Chief Executive Officer
and Director
Paul S. Mitchell 47 President, Treasurer, Chief
Operating Officer and Director
Glen E. Smith, Jr. 47 Corporate Secretary, Chief
Compliance Officer and Director
Stephen M. Corriher 51 Chief Financial Officer
</TABLE>
All directors hold office until the next annual meeting of
stockholders and the election and qualification of their successors.
Officers are elected annually by the Board of Directors ("Board) and,
subject to existing employment and consulting contracts and
agreements, serve at the discretion of the Board. The Company is
planning on conducting an annual shareholders meeting in accordance
with Nevada state law at its principal office location in the second
quarter of 2001, during which, Messrs. Kravitz, Mitchell and Smith
will stand for re-election as Directors.
Paul B. Kravitz, 69, Chairman, Chief Executive Officer and a Director
of the Company, has been in business for over 40 years, twenty-three
of those years related to developing a furniture business that
encompassed manufacturing facilities, retail showrooms and an
extensive marketing and sales organization. The combined companies
were taken public in 1979. In 1986, Mr. Kravitz established a
financial services company, The Landen Group. In 1991 Mr. Kravitz was
appointed by the Federal Deposit Insurance Corporation ("FDIC") to the
board of a wholly owned subsidiary of Southeast Bank, Inc. and later
was appointed by that Board to be its Chairman. During that time, Mr.
Kravitz successfully sought and arranged for the deposition of the
assets of Southeast Bank Leasing, Inc., bringing to the FDIC maximum
value. Mr. Kravitz has been a consultant to the CBI (Caribbean Basin
Initiative) under President Reagan and was responsible for many
successful projects in Barbados and Grenada funded by the World Bank.
In 1990 he joined The AppleTree Companies, a private company in the
food industry. In August 1992, Mr. Kravitz spearheaded a public
offering for the company, raising $5,000,000 and thereafter served as
its president. Later, after it was revealed that its two founders
committed acts detrimental to the company and were dismissed, Mr.
Kravitz became the Company's chairman and chief executive officer. As
<PAGE> 21
a result of the actions of the founders, the SEC conducted an
investigation of the details associated with the public offering, and
even though Mr. Kravitz fully cooperated with the SEC's investigation,
and without admitting or denying any wrongdoing, he accepted a consent
injunction bearing a civil monetary fine of $25,000. During his tenure
as chairman and chief executive officer of The AppleTree Companies,
Mr. Kravitz built a manufacturing and distribution network servicing
convenience stores in 24 states, with five manufacturing facilities
and annual sales of over $38,000,000. Mr. Kravitz retired from The
AppleTree Companies on August 10, 1996.
Mr. Kravitz is a graduate of Boston University and holds a Bachelor of
Science Degree. He was a pilot and Korean War veteran with an
honorable discharge as a 1st Lieutenant in the United States Air Force.
He was awarded the "National Service Medal". He is a member of Kappa
Phi Alpha, Public Relations and Journalistic Honor Society. He has
been a published writer for the aviation, food and furniture
industries. He has been widely quoted in major media as well as
shelter magazines, and now appears regularly in the Company's
infomercials.
Paul S. Mitchell, 47, President, Treasurer and a Director of the
Company, spent 12 years with Tasty Baking Company, of Pennsylvania.
Mr. Mitchell held several positions nationally, the last being the
Director of Sales and Marketing for Tasty Baking Company's West Coast
operation. In 1987, Mr. Mitchell acquired a "mom and pop"
manufacturing company of fresh sandwiches known as The Sandwich
Makers, Inc. in Mesa, Arizona. The company had annual sales of
$135,000 and one part-time employee. In five years, the company had
annual sales of $4,800,000 with the expansion of a second facility in
San Diego, California.
In October 1995, Mr. Mitchell sold The Sandwich Makers to The
AppleTree Companies, Inc. Mr. Mitchell then served as Vice President
of Sales for Americas Foods, a subsidiary company of The AppleTree
Companies. Mr. Mitchell attended Drexel University, majoring in
accounting.
Glen E. Smith, Jr., 47, Corporate Secretary, Chief Compliance Officer
and a Director, began working as a consultant for the Company in
August of 1998, and continued in that capacity until early 2000, when
he was appointed by the board to his current status, which was later
affirmed by a vote of shareholders. His responsibilities include
compliance issues with the NASD and SEC, quarterly financial reporting
to the SEC, investment related record keeping, maintaining the
Corporate Books and investor relations. Mr. Smith holds Bachelor of
Science degrees in Marketing and Multinational Business from Florida
State University. He is also President of GenEx Capital Funding Corp.
and a registered securities broker for the past 18 years. Mr. Smith
maintains NASD Series 7, 24, 28 and 63 securities licenses with two
broker dealers.
Stephen M. Corriher, 51, has been the Chief Financial Officer of the
Company since October 1999. Mr. Corriher oversees the Company's full-
time accountant's work, and helps to prepare for quarterly filings and
annual audits, as well as evaluate and scrutinize potential business
opportunities. He is paid on a consulting basis. From February 1997 to
October 1999, Mr. Corriher was the Controller for Thermal Concepts,
Inc., a major heating and air conditioning contractor in the south
Florida market. He guided the financial information and reporting
functions through a period of rapid growth in which the company
doubled in size reaching annual sales of $20 million.
<PAGE> 22
From September 1995 through February 1997, Mr. Corriher acted as a
private liaison between a consortium of U.S. investors led by Kevin A.
Shannon and Alastor Enamels in the United Kingdom. The
responsibilities included serving as a director, managing a complete
audit of the books and records of the production and distribution
functions, identifying new lines of business and forming strategic
alliances with financial partners who were looking for expansion into
the US market.
From November 1993 through September 1995, Mr. Corriher was senior
analyst and controller for THSP, Inc., the general partner of a real
estate limited partnership. During his tenure, THSP successfully
executed a $30 million hostile tender offer for a publicly traded real
estate limited partnership. Mr. Corriher was the financial analyst and
back office administrator for THSP during the tender process. Once the
limited partnership was acquired, he become Controller of the General
Partner, merged the financial systems of the two entities, and then
took the surviving company private.
Mr. Corriher holds a BA in Economics from Duke University and an MBA
in Accounting from Columbia University.
[Remainder of this Page Intentionally Left Blank]
<PAGE> 23
ITEM 10. EXECUTIVE COMPENSATION
The following table shows that for the fiscal years ended September
30, 1998 and September 30, 1999 and September 30, 2000 the cash and
other compensation paid to each of the executive officers and
directors of the Company.
Annual Compensation
<TABLE>
<CAPTION>
Name and Other Awards Other
Position Held Year Salary Bonus Compen- Restricted Stock
sation Stock Awards
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------
Paul B. Kravitz, 2000 9,000 -0- -0- 100,000[1] -0-
Chairman & CEO,
Director 1999 -0- -0- -0- -0- -0-
1998 -0- -0- -0- 88,968[2] -0-
--------------------------------------------------------------------------
Paul S. Mitchell 2000 9,000 -0- -0- 100,000[3] -0-
President & COO,
Treasurer, 1999 -0- -0- -0- -0- -0-
Director
1998 -0- -0- -0- 88,968[4] -0-
--------------------------------------------------------------------------
Glen E. Smith, Jr. 2000 -0- -0- -0- 90,000[5] -0-
CCO & Secretary,
Director 1999 20,000 -0- -0- 10,000[6] -0-
1998 -0- -0- -0- -0- -0-
--------------------------------------------------------------------------
</TABLE>
------------------------
[1] Shares issued as compensation in lieu of salary during 2000, based upon
the average bid price for the previous 30 days on the Pink Sheets,
which was $.0778 per share or $7780.
[2] Stock awarded in lieu of any compensation during the year 1998, and was
issued for the fiscal year ended September 30, 1998, at a value of
$.562 per share or $50,000.
[3] Shares issued as compensation in lieu of salary during 2000, based upon
the average bid price for the previous 30 days on the Pink Sheets, which
was $.0778 per share or $7780.
[4] Stock awarded in lieu of any compensation during the year 1998, and was
issued for the fiscal year ended September 30, 1998, at a value of
$.562 per share or $50,000.
[5] Shares issued as compensation in lieu of salary during 2000, based upon
the average bid price for the previous 30 days on the Pink Sheets, which
was $.0778 per share or $7002
[6] Shares issued as compensation in lieu of salary during 1999, and was
issued at the end of the third fiscal quarter ended June 30, 1999, at a
value of $.285 per share or $2850.
<PAGE> 25
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
<TABLE>
<CAPTION>
(1) (2) (3) (4)
---------------------------------------------------------------------------
Title of Class Name and Address of Amount and Nature
Beneficial Owner of Beneficial Owner Percent of Class
---------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Paul B. Kravitz
4320 NW 101 Drive
Coral Springs, FL
33065 1,103,968 [7] 24.84%
---------------------------------------------------------------------------
Common Stock Paul S. Mitchell
23086 Island View
Dr. #7
Boca Raton, FL
33416 1,103,968 [8] 24.84%
---------------------------------------------------------------------------
Common Stock Glen E. Smith, Jr.
1608 Nanette Ct
Lake Worth, FL
33461 100,000 2.25%
---------------------------------------------------------------------------
Common Stock Stephen M. Corriher
5076 SW 122 Ct
Cooper City, FL
33330 10,000 0.22%
---------------------------------------------------------------------------
Directors and Executive Officers
as a group (4 persons) 2,317,936 52.15%
---------------------------------------------------------------------------
</TABLE>
ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
Med Gen, Inc. was established under the laws of the State of Nevada in
October 1996.
Paul Kravitz, Chairman and Chief Executive Officer of the Company and
Paul Mitchell, President, Chief Operations Officer and Treasurer of
the Company, are equal shareholders in Di-Su Holding Corp. ("Di-Su"),
which was established to act as a holding company for their stock in
the Company and other interests. From inception of the Company through
September 1999, pursuant to an oral management agreement, GenEx
Capital Corp. (the predecessor company to Di-Su) provided business
management, financial support and other administrative services to the
Company in exchange for Common Stock of the Company, at which time the
agreement was terminated. Beginning in October 1999, Messrs. Kravitz
and Mitchell began providing such services to the Company and each
began receiving salaries of $500 per week ($26,000 per year). During
fiscal 2000, $9,000 of salary was paid in cash and $7780 was paid in
stock to each individual, with the remainder being forfeited.
----------------------------
[7] Di-Su Holding Corp. holds 1,896,000 Common shares, of which Mr. Kravitz
is a 50% owner. Mr Kravitz also holds 155,968 Common shares in his
name. All shares are restricted and subject to Rule 144.
[8] Di-Su Holding Corp. holds 1,896,000 Common shares, of which Mr. Mitchell
is a 50% owner. Mr. Mitchell also holds 155,968 Common shares in his
name. All shares are restricted and subject to Rule 144.
<PAGE> 25
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized
Med Gen, Inc.
-----------------------------------
(Registrant)
Date:______12/22/00_______
By:________/s/Paul B. Kravitz ___________
(Signature)
Paul B. Kravitz, Chairman & Chief Executive Officer
---------------------------------------------------
(Print name and title of signing officer)
By:______/s/Paul S. Mitchell_____________
Paul S. Mitchell, President & Treasurer
---------------------------------------------------
(Print name and title of signing officer)
By:______/s/Glen E. Smith, Jr.___________
Glen E. Smith, Jr., Chief Compliance Officer & Secretary
--------------------------------------------------------
(Print name and title of signing officer)
<PAGE> 26
MED GEN, INC.
-------------
FINANCIAL STATEMENTS
--------------------
SEPTEMBER 30, 2000
------------------
<PAGE> F-1
MED GEN, INC.
-------------
C O N T E N T S
---------------
PAGE
----
Independent Auditor's Report 1
Financial Statements:
Balance Sheet 2
Statements of Operations 3
Statement of Changes in Stockholders' Equity 4
Statements of Cash Flows 5-6
Notes to Financial Statements 7-14
<PAGE> F-2
To The Board of Directors and Stockholders
Med Gen, Inc.
We have audited the accompanying balance sheet of Med Gen, Inc. as of
September 30, 2000, and the related statements of operations, changes
in stockholders' equity and cash flows for each of the two years then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Med Gen,
Inc., as of September 30, 2000, and the results of its operations and
cash flows for each of the two years then ended, in conformity with
generally accepted accounting principles.
RICHARD H. HARRIS & ASSOCIATES, P.A.
Fort Lauderdale, Florida
December 1, 2000
<PAGE> F-3
MED GEN, INC.
-------------
BALANCE SHEET
-------------
SEPTEMBER 30, 2000
------------------
ASSETS
------
CURRENT ASSETS
Cash $ 27
Accounts receivable, net 260,349
Inventory 66,551
Prepaid expenses 10,493
Officer advances 12,959
Due from related parties 116,235
----------
Total current assets 466,614
FURNITURE AND EQUIPMENT, net 46,628
INTANGIBLE ASSETS, net 5,436
SECURITY DEPOSITS 80,310
----------
TOTAL ASSETS $ 598,988
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 379,173
Note payable 50,000
----------
Total current liabilities 429,173
==========
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
5,000,000 shares authorized, -0-
shares issued and outstanding -
Common stock, $.001 par value
20,000,000 shares authorized,
4,444,716 issued and outstanding 4,445
Additional paid-in capital 1,759,913
Accumulated deficit (1,594,543)
----------
Total stockholders' equity 169,815
----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 598,988
==========
See accompanying notes to the financial statements.
(2)
<PAGE> F-4
MED GEN, INC.
-------------
STATEMENTS OF OPERATIONS
------------------------
YEARS ENDED SEPTEMBER 30, 2000 AND 1999
---------------------------------------
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
NET SALES $ 1,519,336 $ 1,403,516
COST OF GOODS SOLD 437,258 680,228
----------- -----------
GROSS PROFIT 1,082,078 723,288
----------- -----------
OPERATING EXPENSES
General and administrative 674,492 529,448
Selling 353,902 271,748
Legal 231,214 25,202
----------- -----------
Total operating expenses 1,259,608 826,398
----------- -----------
LOSS FROM OPERATIONS (177,530) (103,110)
----------- -----------
OTHER (EXPENSE) INCOME
Interest expense ( 3,785) -
Loss on abandonment of assets - ( 5,812)
----------- -----------
Total other (expense) income ( 3,785) ( 5,812)
----------- -----------
NET LOSS $ (181,315) $ (108,922)
=========== ===========
LOSS PER SHARE - BASIC AND FULLY
DILUTED $ ( .05) $ ( .04)
=========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC AND FULLY
DILUTED 3,664,181 2,824,608
=========== ===========
</TABLE>
See accompanying notes to the financial statements.
(3)
<PAGE> F-5
MED GEN, INC.
-------------
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
---------------------------------------------
YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, SEPTEMBER 30, 1998 2,654,250 $ 2,654 $1,256,875 $(1,304,306) $( 44,777)
Common stock issued for cash 18,000 18 14,982 - 15,000
Stock issued in exchange for
services 584,466 585 236,236 - 236,821
Net loss for the year - - - ( 108,922) ( 108,922)
--------- --------- ---------- ----------- -----------
BALANCE, SEPTEMBER 30, 1999 3,256,716 3,257 1,508,093 (1,413,228) 98,122
Common stock issued for cash 340,000 340 120,910 - 121,250
Stock issued in exchange for
services 348,000 348 31,410 - 31,758
Stock issued in payment of
short term loan 500,000 500 99,500 - 100,000
Net loss for the year - - - ( 181,315) ( 181,315)
--------- --------- ---------- ----------- -----------
BALANCE, SEPTEMBER 30, 2000 4,444,716 $ 4,445 $1,759,913 $(1,594,543) $ 169,815
========= ========= ========== =========== ===========
</TABLE>
See accompanying notes to the financial statements.
(4)
<PAGE> F-6
MED GEN, INC.
-------------
STATEMENTS OF CASH FLOWS
------------------------
YEARS ENDED SEPTEMBER 30, 2000 AND 1999
---------------------------------------
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (181,315) $ (108,922)
Adjustments to reconcile net
loss to net cash (used in)
provided by operating activities:
Loss on disposal of property
and equipment - 5,812
Depreciation and amortization 12,837 6,522
Stock issued in repayment of
short term loan 100,000 -
Stock issued for services 31,758 236,821
Allowance for doubtful accounts 5,000 5,000
(Increase) decrease in:
Inventory ( 35,495) 27,308
Prepaid expenses ( 10,493) -
Accounts receivable (159,590) ( 97,319)
Deposits 12,526 ( 84,600)
Increase (decrease) in:
Cash overdraft ( 1,592) 1,592
Accounts payable 209,848 15,568
Customer deposits ( 38,428) 26,694
----------- -----------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES ( 54,944) 34,476
----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of furniture and equipment ( 35,240) ( 7,857)
Increase in officer advances ( 12,959) -
Increase in intangible assets ( 7,036) -
Increase in due from related parties ( 27,771) ( 88,464)
----------- -----------
NET CASH (USED IN)
INVESTING ACTIVITIES ( 83,006) ( 96,321)
----------- -----------
</TABLE>
See accompanying notes to the financial statements.
(5)
<PAGE> F-7
MED GEN, INC.
-------------
STATEMENTS OF CASH FLOWS (CONTINUED)
------------------------------------
YEARS ENDED SEPTEMBER 30, 2000 AND 1999
---------------------------------------
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM FINANCING
ACTIVITIES
Net proceeds from issuance of
common stock $ 121,250 $ 15,000
Proceeds from note payable 50,000 49,910
Payments on note payable ( 33,273) ( 16,637)
----------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES $ 137,977 $ 48,273
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 27 ( 13,572)
CASH AND CASH EQUIVALENTS -
BEGINNING - 13,572
----------- -----------
CASH AND CASH EQUIVALENTS - ENDING $ 27 $ -
=========== ===========
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the year:
Income taxes $ - $ -
Interest $ 3,785 $ -
Supplemental Schedule of Non-Cash Investing
and Financing Activities:
Issuance of common stock for
services $ 31,758 $ 236,821
Issuance of common stock in
payment of short term loan $ 100,000 $ -
</TABLE>
See accompanying notes to the financial statements.
(6)
<PAGE> F-8
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Description and Nature of Business
----------------------------------
Med Gen, Inc. the (Company) was incorporated October 22,
1996 under the laws of the State of Nevada and began
operations in the State of Florida on November 12, 1996. The
Company currently markets an all natural product, SNORENZ,
which is designed to aid in the prevention of snoring. The
Company has a patent pending for its formula and other trade
secrets.
The Company also plans to offer additional, non-medicinal
products that are a blend of oils and vitamins that deal
with a variety of needs including vitamin and mineral
deficiencies.
Inventory
---------
Inventory is stated at the lower of cost, determined on the
first-in, first-out (FIFO) method, or net realizable market
value. Inventory at September 30, 2000 consisted of finished
goods and packaging materials.
Revenue Recognition
-------------------
Revenue is recognized when products are shipped and are
presented net of returns.
Furniture and Equipment
-----------------------
Furniture and equipment is recorded at cost. Expenditures
for major improvements and additions are added to the
furniture and equipment accounts while replacements,
maintenance and repairs which do not extend the life of the
assets are expensed.
Intangible Assets
-----------------
Intangible assets are amortized on a straight-line basis
over their estimated useful lives. Amortization expense for
the years ended September 30, 2000 and 1999 was $1,600 and
$0, respectively.
(7)
<PAGE> F-9
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------------------
Depreciation and Amortization
-----------------------------
Depreciation and amortization are computed by using the
straight-line method over the estimated useful lives of the
assets. The estimated useful lives are summarized as
follows:
Furniture and fixtures 7 years
Office and computer equipment 5 years
Computer software 3 years
Leasehold improvements 5 years
Income Taxes
------------
Deferred tax assets and liabilities are classified in
accordance with Statement of Financial Accounting Standards
No. 109 (SFAS 109), which generally requires the use of an
asset liability approach for financial accounting and
reporting for income taxes. If it is more likely than not
that some portion or all of a deferred tax asset will not be
realized, a valuation allowance is recognized.
Allowance for Doubtful Accounts
-------------------------------
The Company has established a reserve for certain accounts
receivable for which it deems collection to be uncertain.
The allowance for doubtful accounts was $10,000 and $5,000,
at September 30, 2000 and 1999, respectively.
Statements of Cash Flows
------------------------
The Company considers all investments with an original
maturity of three months or less to be cash equivalents.
Use of Estimates
----------------
Management uses estimates and assumptions in preparing
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Accordingly, actual results
could vary from the estimates used in preparing the
financial statements.
(8)
<PAGE> F-10
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------------------------------------------------------
Fair Value
----------
Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments"
requires disclosure of information about the fair value of
certain financial instruments for which it is practicable to
estimate that value. For purposes of this disclosure, the
fair value of a financial instrument is the amount at which
the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or
liquidation.
The carrying amounts of the Company's financial instruments,
including receivables, accounts payable and accrued
liabilities, approximates fair value due to the relatively
short period to maturity for these instruments. The carrying
value of the Company's notes payable approximates fair value
based on the current rates offered to the Company for debt
of the same remaining maturities.
Advertising Costs
-----------------
Advertising costs are charged to expense as incurred.
Advertising costs charged to expense included in selling
expenses, amounted to $212,887 and $143,185 for the years
ended September 30, 2000 and 1999, respectively.
Loss Per Share
--------------
Loss per share has been computed by dividing the net loss by
the weighted average number of common shares outstanding.
NOTE 2. FURNITURE AND EQUIPMENT
-----------------------
Furniture and equipment at September 30, 2000 consisted of
the following:
2000
---------
Furniture and office
equipment $ 36,666
Computer equipment and
software 30,856
Leasehold improvements 3,700
---------
71,222
Accumulated depreciation
and amortization (24,594)
---------
Total $ 46,628
=========
(9)
<PAGE> F-11
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 2. FURNITURE AND EQUIPMENT (CONTINUED)
-----------------------------------
Depreciation and amortization expense for the years ended
September 30, 2000 and 1999 was $11,237 and $6,522,
respectively.
NOTE 3. INCOME TAXES
------------
The Company has federal and state net operating loss
carryforwards of approximately $1,455,000 at September 30,
2000. These net operating loss carryforwards, if not used,
will expire in the year 2015. Due to the uncertainty that
the Company will generate sufficient income in the future to
utilize the entire deferred tax asset, a valuation allowance
has been recorded for the entire amount.
NOTE 4. NOTE PAYABLE
------------
On August 27, 1999, the Company established a $50,000 line
of credit with Union Planters Bank. Under the terms of the
loan agreement, principal payments will be due on demand,
with interest payable monthly. Interest is charged at a rate
of three percentage points over a specified index, resulting
in a rate of 12.50% per annum at September 30, 2000. This
line is collateralized by substantially all of the assets of
the Company and is personally guaranteed by an officer of
the Company.
NOTE 5. STOCKHOLDERS' EQUITY
--------------------
In October, 1999 the Company's Board of Directors approved
increasing the number of authorized common shares to 20
million. Also approved was a plan to offer a maximum
offering of $100,000 of restricted stock to a limited number
of Med Gen shareholders. The Company has issued 250,000
shares of stock under this plan for $81,250.
The Company issued restricted common stock in payment of
services and compensation for the years ended September 30,
2000 and 1999. The fair value of a share of restricted stock
awarded to employees was measured at the market price of a
share of nonrestricted stock on the issuance date, less a
discount due to the restrictions placed thereon. Such
(10)
<PAGE> F-12
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 5. STOCKHOLDERS' EQUITY (CONTINUED)
--------------------------------
restrictions include limited marketability and lack of
transferability. Restricted stock issued to nonemployees
was valued based on the fair value of the consideration
received or the fair value of the stock issued, less a
discount, whichever was more reliably measurable at the
issuance date. No unrestricted shares were issued during
the years ended September 30, 2000 and 1999. The number of
shares issued and the valuation are as follows:
<TABLE>
<CAPTION>
2000 1999
------------------------ --------------------------
Restricted Restricted
Shares of Shares of
To Whom Issued Stock Value Stock Value
-------------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Majority shareholder - $ - 256,000 $ 60,000
Officers 300,000 23,340 187,936 120,288
Employees 8,000 622 68,000 21,090
Legal 20,000 6,240 19,030 12,313
Consulting 20,000 1,556 53,500 23,130
-------- ---------- -------- --------
348,000 $ 31,758 584,466 $236,821
======== ========== ======== ========
</TABLE>
In addition, the Company issued 500,000 restricted shares of
its common stock to repay a short term loan of $100,000.
NOTE 6. RELATED PARTY TRANSACTIONS
--------------------------
Due From Related Parties
------------------------
At September 30, 2000, the amounts due from related parties
consist of short-term, non-interest bearing advances to
related entities by virtue of common control. The Company
considers these amounts to be fully collectible.
Accounts Receivable
-------------------
Product sales totaling $71,242 were made during the year
ended September 30, 2000 to an entity related by virtue of
common control. As of September 30, 2000, $18,251 was due
from this entity and is reflected in accounts receivable.
(11)
<PAGE> F-13
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 6. RELATED PARTY TRANSACTIONS (CONTINUED)
--------------------------------------
Officer Advances
----------------
During the year ended September 30, 2000, the Company made
non-interest bearing advances to certain officers. These
advances are expected to be repaid within the next twelve
months.
Office Facilities
-----------------
The Company leases office space under a month to month
arrangement to an entity owned by certain officers of the
Company. Rent paid by this entity was $16,440 and $0 for the
years ended September 30, 2000 and 1999, respectively.
Legal Expense
-------------
The law firm engaged by the Company to handle certain
corporate legal matters employs an attorney related to an
officer of the Company. Fees paid to this firm totaled
$3,095 and $7,459 for the years ended September 30, 2000 and
1999, respectively.
Management Fee
--------------
During the year ended September 30, 1999, the Company paid a
management fee to the majority stockholders of $140,000. As
partial payment, the Company issued 256,000 shares of
restricted stock valued at $60,000.
NOTE 7. COMMITMENTS AND CONTINGENCIES
-----------------------------
Operating Leases
----------------
The Company leases its office facility under an operating
lease for a monthly rent, including common area maintenance,
of $12,170. The lease provides for no annual cost of living
adjustment in the base rent.
The Company has paid a security deposit of $70,000, of which
$22,961 will be applied towards rent due during months 25
and 29 of the lease.
(12)
<PAGE> F-14
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
-----------------------------------------
Operating Leases (Continued)
----------------------------
The Company also leases various motor vehicles and office
equipment under noncancellable leases expiring through the
year 2004. Monthly payments under these leases total $1,593.
Security deposits under these leases total $6,300.
The Company has entered into various leases for computer
equipment, office equipment and office space on behalf of
two related entities by virtue of common control. These
related companies are using the assets as well as making the
lease payments. The remaining lease payments under these
leases amounted to approximately $174,244 as of September
30, 2000.
Future minimum lease payments under all noncancellable
operating leases, including those for which the Company is
the guarantor, for years ending subsequent to September 30,
2000 are as follows:
2001 $ 261,064
2002 226,734
2003 168,728
2004 146,753
2005 24,336
----------
$ 827,615
==========
Rent expense for the years ended September 30, 2000 and 1999
was $192,108 and $130,886, respectively.
NOTE 8. CONCENTRATIONS
--------------
During years ended September 30, 2000 and 1999, the Company
derived substantially all of its revenue from the sale of
one product, SNORENZ. Credit is granted to their customers
in the normal course of business.
The Company derived 37% and 86% of its total sales from
three companies who distribute the product both domestically
and abroad during the years ended September 30, 2000 and
1999, respectively.
(13)
<PAGE> F-15
MED GEN, INC.
-------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
SEPTEMBER 30, 2000 AND 1999
---------------------------
NOTE 8. CONCENTRATIONS (CONTINUED)
--------------------------
The Company has an exclusive contract with a manufacturing
company to produce SNORENZ.
NOTE 9. SUBSEQUENT EVENTS
-----------------
On October 4, 2000, the Company signed a letter of intent to
merge with an entity who distributes therapeutic magnets.
The merger will be effected via an exchange of all
the outstanding shares of this entity for shares in the
Company.
To date, negotiations for this proposed merger have not been
finalized.
(14)
<PAGE> F-16
